Exhibit 10.1


 


EXHIBIT A


 


July 25, 2018


 


Boards of Directors


Hometown Financial Group, MHC


Hometown Financial Group, Inc.


36 Main Street


P.O. Box 351


Easthampton, Massachusetts 01027


 


To the Boards of Directors:


 


The undersigned (“Shareholder”)
is an executive officer or director of Pilgrim Bancshares, Inc. (“Pilgrim”) and the beneficial holder of shares
of common stock of Pilgrim Bancshares, Inc. (the “Pilgrim Common Stock”).


 


Hometown Financial Group, MHC and Hometown
Financial Group, Inc. (collectively, “Hometown”) and Pilgrim are considering the execution of an Agreement and
Plan of Merger (the “Merger Agreement”) pursuant to which Hometown will acquire Pilgrim in a cash merger (the
“Merger”). The execution of the Merger Agreement by Hometown is subject to the execution and delivery of this
letter agreement (the “Agreement”). All terms used herein but not defined herein shall have the meaning set
forth in the Merger Agreement.


 


Shareholder, to induce Hometown to execute
and deliver to Pilgrim the Merger Agreement, agrees and undertakes, solely in his or her capacity as a stockholder of Pilgrim,
and not in his or her capacity as a director or officer of Pilgrim, as follows:


 


1.        This
Agreement shall not apply to those shares of Pilgrim Common Stock, if any (the “Excluded Shares”), as to
which Shareholder (i) may exercise voting or investment power as a fiduciary for others or (ii) as to which Shareholder does
not have, directly or indirectly, sole or shared voting power.  As of the date
hereof, the undersigned has sole or shared voting power with respect to                            shares of Pilgrim Common Stock (the “Shares”), other than Excluded Shares, if any.


 


2.        While
this Agreement is in effect, Shareholder shall not, directly or indirectly, (a) sell or otherwise dispose of or encumber, on or
before the date of the Stockholder Meeting, any or all of the Shares, or any shares of Pilgrim Common Stock that or are subsequently
acquired by the Shareholder, other than in a Permitted Transfer (as hereinafter defined), or (b) deposit any of the Shares into
a voting trust or enter into a voting agreement or arrangement with respect to any of the Shares or grant any proxy with respect
thereto, other than to other members of the Board of Directors of Pilgrim to vote to approve the Merger Agreement and the Merger
and the matters related thereto. For the purposes of this Agreement, “Permitted Transfer” means any of the following
transfers: (i) a transfer by will or operation of law, in which case this Agreement shall bind the transferee, (ii) a transfer
pursuant to any pledge agreement existing as of the date of this Agreement, subject to the pledgee agreeing in writing to be bound
by the terms of this Agreement, (iii) a transfer for bona fide estate and tax planning purposes, including any transfer to relatives,
trusts and charitable organizations, subject in each case to the transferee agreeing in writing to be bound by the terms of this
Agreement, (iv) a transfer from Shareholder to one or more other shareholders of Pilgrim who are bound by terms of a comparable
voting agreement with Hometown, (v) shares tendered to Pilgrim to pay the exercise price of a stock option or to satisfy any tax
withholding obligations upon the exercise of a stock option or the vesting of a Company RSA, and (vi) a transfer made with the
prior written consent of Hometown.


 




     


     


    

 


3.        While
this Agreement is in effect, Shareholder shall vote or cause to be voted all of the Shares and any other shares of Pilgrim Common
Stock that Shareholder shall be entitled to so vote, whether such shares are beneficially owned by the Shareholder on the date
of this Agreement or are subsequently acquired, whether pursuant to the exercise of stock options or otherwise (less any Pilgrim
Common Stock subsequently disposed of pursuant to a Permitted Transfer) (i) for the approval of the Merger Agreement and the Merger
at the Pilgrim Stockholder Meeting, (ii) for the approval of any proposal to adjourn or postpone the Stockholder Meeting to a later
date if there are not sufficient votes to approve the Merger Agreement and the Merger and (iii) against approval or adoption of
any (y) Acquisition Proposal or other merger, business combination, recapitalization, partial liquidation or similar transaction
involving Pilgrim or (z) amendment of the Articles of Incorporation or Bylaws of Pilgrim or its Subsidiaries or other proposal
or transaction involving Pilgrim or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner
impede, frustrate, prevent or nullify any provision of the Merger Agreement or the Merger or change in any manner the voting rights
of any class of Pilgrim Common Stock.


 


4.        Shareholder
agrees that Hometown would be irreparably harmed by any breach of this Agreement on the part of Shareholder and that Hometown shall
be entitled to specific performance and injunctive and other equitable relief in respect of any breach (including any threatened
or anticipated breach) of this Agreement and to enforce the provisions hereof without having to prove actual damages, and Shareholder
further agrees to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive
or other equitable relief. This provision is without prejudice to any other rights or remedies, whether at law or in equity, that
any party hereto may have against any other party hereto for any failure to perform its obligations under this Agreement.


 


5.        This
Agreement shall only apply to actions taken by the undersigned in his or her capacity as a shareholder of Pilgrim and, if applicable,
shall not in any way limit or affect actions the undersigned may take in his or her capacity as a director or officer of Pilgrim.


 


6.        This
Agreement shall automatically terminate upon the earlier of (i) the favorable vote of Pilgrim’s shareholders with respect
to the approval of the Merger Agreement and the Merger, or (ii) the termination of the Merger Agreement in accordance with its
terms.


 




     


     


    

 


7.        Nothing
contained in this Agreement shall be deemed to vest in Hometown any direct or indirect ownership or incidence of ownership of or
with respect to any of the Pilgrim Common Stock. All rights, ownership and economic benefits of and relating to the Pilgrim Common
Stock shall remain and belong to the applicable shareholder, and Hometown shall have no power or authority to direct any shareholder
in the voting of any of the Pilgrim Common Stock or the performance by any shareholder of its duties or responsibilities as a shareholder
of Pilgrim, except as otherwise provided herein.


 


8.        Each
of Shareholder and Hometown (i) irrevocably and unconditionally consents to and submits itself to the exclusive jurisdiction of
the Business Litigation Session of the Superior Court of the Commonwealth of Massachusetts, or in the event, but only in the event,
that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the Commonwealth
of Massachusetts or the United States District Court for the District of Massachusetts (collectively, the “Massachusetts
Courts”) in any action or proceeding arising out of or relating to this Agreement, (ii) agrees that all claims in respect
of such action or proceeding may be heard and determined only in any such Massachusetts Courts, and (iii) agrees that it will not
attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Massachusetts Courts. Each
of Shareholder and Hometown waives any defense or inconvenient forum to the maintenance of any action or proceeding so brought
in any such Massachusetts Courts and waives any bond, surety or other security that might be required of any other party in any
such Massachusetts Courts with respect to such action or proceeding.


 


9.        Shareholder
represents and warrants to and agrees with Hometown as follows: (i) Shareholder has all requisite capacity and authority to
enter into and perform his or her obligations under this Agreement; (ii) this Agreement has been duly executed and delivered
by Shareholder, and assuming the due authorization, execution and delivery by Hometown, constitutes the valid and legally binding
obligation of Shareholder enforceable against Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights
and to general equity principles; and (iii) the execution and delivery of this Agreement by Shareholder does not, and the
performance by Shareholder of his or her obligations and the consummation by Shareholder of the transactions contemplated by this
Agreement will not, violate, conflict with, or constitute a default under, any agreement, instrument, contract, or other obligation
or any order, arbitration award, judgment or decree to which Shareholder is a party or by which Shareholder is bound, or any statute,
rule, or regulation to which Shareholder is subject.


 


10.       Irrespective
of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed
to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Merger Agreement
is executed by all parties thereto, and (b) this Agreement is executed by Shareholder and Hometown.


 




     


     


    

 


IN WITNESS WHEREOF, Shareholder has executed
this agreement as of the date first above written.


 


	 	Very truly yours,
	 	 
	 	 
	 	 

         

	 	 
	 	Print Name


 


	Accepted and agreed to as of	 
	the date first above written:	 
	 	 
	Hometown Financial Group, MHC	 
	Hometown Financial Group, Inc.	 
	 	 
	 	 
	Matthew S. Sosik	 
	President and Chief Executive Officer